Definition

1   In this regulation, "Act" means the Business Corporations Act.

Qualified entity

2   For the purposes of paragraph (c) of the definition of "qualified entity" in section 51.91 (1) of the Act, a society as defined in the Societies Act, other than a member-funded society as defined in section 190 of that Act, is prescribed.

[en. B.C. Reg. 211/2015, s. 15.]

Name

3   For the purposes of section 51.921 (3) (c) of the Act, the persons set out in Schedule A are prescribed.

Dividends

4   (1) A community contribution company must not, in any financial year, declare a dividend in relation to shares of the company unless the total amount of all dividends declared in relation to the shares of the company in that financial year is not greater than the total of

(a) 40% of the community contribution company's profit for that financial year as determined in accordance with generally accepted accounting principles, and

(b) any unused dividend amount for any previous financial year.

(2) In this section, "unused dividend amount", for the shares of a community contribution company in any financial year, means the amount by which the maximum amount of the dividends that could have been declared in relation to those shares in that financial year under subsection (1) (a) exceeds the dividends that were actually declared in relation to those shares in that financial year, if and to the extent that that excess amount has not been taken into account under subsection (1) (b) in any subsequent financial year.

No dividend limits on shares held by qualified entities

5   Section 4 does not apply to a share of a class or series of shares if the articles of the community contribution company provide that only qualified entities may hold or beneficially own shares of that class or series of shares.

Redemption or purchase of shares or reduction of capital

6   For the purposes of section 51.941 of the Act, a community contribution company must not transfer any of its money or other assets as a payment to redeem or purchase its own shares, or otherwise reduce the company's capital attributable to its shares, unless the value of all money or assets so transferred is not greater than the fair value of the shares determined

(a) on the basis that, as a community contribution company, the company is restricted in its ability to pay dividends and to distribute its assets on dissolution or otherwise, and

(b) without reference to any value attributed to, or any method of valuation made applicable to, those shares by the company, whether that value or method is set out in its articles or otherwise.

Value of community contribution company's shares on dissent

7   For the purposes of section 237 of the Act as it relates to a community contribution company, the fair value of the company's shares must be determined on the basis that, as a community contribution company, the company is restricted in its ability to pay dividends and to distribute its assets on dissolution or otherwise.

Prescribed percentage relating to distribution of assets on dissolution

8   For the purposes of section 51.95 (2) (b) of the Act, the prescribed percentage is 60%.

Community contribution reports

9   (1) The directors of a community contribution company must disclose, in the community contribution report required in relation to the company's most recently completed financial year,

(a) the remuneration and position held of each person whose remuneration during that year was at least $75 000, or, if there are more than 10 persons whose remuneration during that year was at least $75 000, the remuneration and position held during that year of each of the 10 most highly remunerated persons,

(b) the financial position of the company in that year by attaching to the report the financial statements prepared in relation to that year,

(c) the following information about dividends declared in relation to shares of classes or series of shares referred to in section 5:

(i) for each of those classes and series of shares, the aggregate amount of the dividends declared in that year in relation to shares of that class or series of shares;

(ii) the identity of all entities that hold or beneficially own shares of that class or series of shares, and

(d) the following information about dividends declared in relation to shares to which section 4 applies:

(i) the total amount of all dividends declared in that year in relation to those shares;

(ii) the unused dividend amounts under section 4 (1) (b), if any, taken into account in determining the total amount of all dividends declared in that year in relation to those shares;

(iii) the difference between the amount referred to in subparagraph (i) and the amount referred to in subparagraph (ii), and what percentage of the community contribution company's profit for that year that difference constitutes.

(2) For the purposes of section 51.96 (2) (f) (i) of the Act, the amount prescribed for a transfer of all money and other assets transferred to a single transferee during a financial year, whether by way of one or more than one transaction in that financial year, is $10 000.